exhib10-1.htm


    
      

      

    

    
 

    MANAS PETROLEUM CORP.

    


    LOAN
AGREEMENT

    


    Dated
this __ day of August, 2008.

    


    BETWEEN:

    


    MANAS
PETROLEUM CORPORATION

    Bahnhofstr.
9, P.O. Box 155

    CH-6341
Baar, Switzerland

    


    (hereafter
“Manas”)

    


    AND:

    


    [-------------------------]

    


    (hereafter
the “Lender”)

    


     

    
      	
              1.  

            	
              Loan

            


    

    


     

    1.1 The
Lender hereby agrees to loan to the company the sum of US$ 500,000 (the “Principal
Amount”) on the terms and conditions set out hereunder.

     

    1.2 The
Principal Amount, together with any accrued but unpaid interest, shall be repaid
by Manas to the Lender in full on or before the 18 day of August, 2010 (the
“Maturity Date”).

     

    
      	
              2.  

            	
              Interest

            


    

     

    2.1                      Interest
shall accrue on the Principal Amount at the rate of 8% per annum and shall be
payable to the Lender on the first business day of December each year until the
entire Principal Amount is repaid in full.

     

    
      	
              3.  

            	
              Conversion

            


    

     

    3.1 At the
option of the Lender any unpaid Principal Amount plus accrued  but
unpaid interest my be converted into Manas common shares from any public
offering including an offering on TSX. The Lender shall effect conversions by
delivering to Manas the form of Notice of Conversion attached hereto as Exhibit A (a “Notice
of Conversion”), specifying therein the amount of principal and interest to be
converted.  The Lender and Manas shall maintain records showing the
Principal Amount and interest converted and the date of such conversions.


     

    3.2 The
number of shares issuable upon a conversion shall be determined by the quotient
obtained by dividing (x) the outstanding Principal Amount and interest to be
converted by (y) the Conversion Price (the “Conversion Shares”).

     

    3.3 The
conversion price shall be equal to the then prevailing share price of the public
offering (the “Conversion Price”).

     

    3.4 Manas
covenants that all Conversion Shares shall, upon issue, be duly and validly
authorized, issued and fully paid and nonassessable.

     

    3.5 Upon a
conversion Manas shall not be required to issue stock certificates representing
fractions of any Conversion Shares, and the number of Conversion Shares shall be
rounded up or down to the nearest whole number.

     

    3.6 No
service charge will be made for any conversion; however Manas may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with the conversion or the issuance of the Conversion
Shares.

     

    
      	
              4.  

            	
              Fees, Waiver,
      Other.

            


    

     

    4.1 If the
Lender rightfully shall institute any action to enforce the collection of any
amount of principal or interest under this Loan, there shall be immediately due
and payable from Manas, in addition to the then unpaid principal and interest
under this Loan, all reasonable costs and expenses incurred by the Lender in
connection therewith, including, without limitation, reasonable attorney's fees
and disbursements.

     

    4.2 No
forbearance, indulgence, delay or failure to exercise any right or remedy with
respect to this Loan shall operate as a waiver, nor as an acquiescence in any
default, nor shall any single or partial exercise of any right or remedy
preclude any other or further exercise thereof or the exercise of any other
right or remedy.

     

    4.3 This Loan
may not be modified or discharged, except by a writing duly executed by Manas
and the Lender.

     

    4.4 Manas
hereby expressly waives demand and presentation for payment, notice of
nonpayment, notice of dishonor, protest, notices of protest, bringing of suit,
and diligence in taking any action to collect amounts called for
hereunder.

     

    4.5 Manas
shall bear all of its expenses, including attorney's fees, incurred in
connection with the preparation of this Loan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.  

            	
              Miscellaneous.

            


    

     

    5.1 The
headings of the various paragraphs of this Loan are for convenience of reference
only and shall in no way modify any of the terms or provisions of this
Loan.

     

    5.2 All
notices required or permitted to be given hereunder shall be in writing and
shall be deemed to have been duly given when personally delivered or three
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid, to the address of the intended recipient set forth
in the preamble to this Loan or at such other address as the intended recipient
shall have hereafter given to the other party hereto pursuant to the provisions
hereof.

     

    5.3 This Loan
and the obligations of Manas and the rights of the Lender shall be governed by,
and construed in accordance with, the laws of British Columbia, Canada with
respect to the contracts made and to be fully performed therein.

     

    5.4 Manas (a)
agrees that any legal suit, action or proceeding arising out of, or relating to,
this Loan will be instituted exclusively in the Supreme Court of British
Columbia, (b) waives any objection which Manas may have now or hereafter to the
venue of any such suit, action or proceeding and (c) irrevocably consents to the
jurisdiction of the Supreme Court of British Columbia in any such suit, action
or proceeding.  Manas further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or
proceeding in the Supreme Court of British Columbia, and agrees that service of
process upon Manas mailed by certified mail to Manas’ address will be deemed in
every respect effective service of process upon Manas in any suit, action or
proceeding.

     

    5.5 This Loan
shall bind Manas and its successors, legal representatives and
assigns.

     

    5.6 The
Principal Amount shall be delivered by the Lender by wire transfer to Manas, to
the following account:

     

    Wire
Transfer to:

     

    Bank:                                Credit
Suisse Winterthur

     

    Bahnhofplatz 6

     

    8401 Winterthur,
Switzerland

     

    IBAN
No.:                                CH81
0483 5024 4189 7200 0

     

    Swift
No.:                                CRESCHZZ84R

     

    Account
No.:                                244189-72

     

    Title of
Account:                                           Manas
Petroleum Corporation

     

    Reference:                                Loan
Financing

     

    
      	
              6.  

            	
              Default

            


    

     

    6.1 In the
event that Manas fails to pay the Principal Amount and any accrued interest
within 60 days of the Maturity Date, then the Lender shall have a first charge
on Manas’ assets in the Kyrgyz Republic (the “Kyrgyz Project”).  Manas
hereby represents and warrants that, through a subsidiary, it has entered into a
farm-out agreement with Santos in the Kyrgyz Project and that Santos is
obligated to invest in a two-phase work program valued at US$54,000,000 to
acquire a 70% equity interest in the Kyrgyz Project.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              7.  

            	
              Lenders
      Bonus

            


    

     

    7.1 As a
bonus payable by Manas to the Lender, upon delivery by the Lender to Manas of
the Principal Amount, Manas shall hold in trust for the benefit of the Lender 4%
for each $1,000,000 advanced under this Loan, of it’s interest in Mongolia Lots
13 and 14.  Furthermore, Manas will fully carry the obligations of the
Lender in the Mongolia Lots 13 and 14 through all phases (Phase1, Phase 2 &
Phase 3) of the work program.

     

    7.2 At the
option of the Lender, the interest held by Manas in trust and for the benefit of
the Lender shall be transferred directly to the Lender if permitted under
contracts then in place and by Mongolian Law.

    


    
      	
              SIGNED,
      SEALED AND DELIVERED

              By
      the Assignor in the presence of:

               

              ________________________________

              WITNESS

              ________________________________

              ADDRESS

              ­­­­­­­­________________________________

               

              ________________________________

              OCCUPATION

               

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

               

            	
               

              
                 

              

              Authorized
      signatory of MANAS PETROLEUM CORPORATION

               

            
	
              SIGNED,
      SEALED AND DELIVERED

              By
      the Assignee in the presence of:

               

              ________________________________

              WITNESS

              ________________________________

              ADDRESS

              ­­­­­­­­________________________________

               

              ________________________________

              OCCUPATION

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

               

            	
               

              
                 

              

              Authorized
      signatory of the Lender

               

            


    


    
      
        
          CW1846434.2                                                                    


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A: REQUEST FOR CONVERSION

    


    I HEREBY IRREVOCABLY:

    


    
      	
               
      

            	
              1.

            	
              request
      conversion of $_________principal amount of this Loan into Common Shares
      of Manas Petroleum Corp. in accordance with the terms of this Loan;
      and,

            


    

    


    
      	
               
      

            	
              2.

            	
              request
      issuance and delivery of certificate(s) for the Common Shares in my name
      at the address shown below.

            


    

    


    


    


    ___________________________________________

    (Name)

    ___________________________________________

    (Address)

    ___________________________________________

    


    


    
      	
               
      

            	
              4.

            	
              acknowledge
      that I have received or had made available to me all financial or other
      information which I consider necessary to an informed judgment as to the
      investment merits of this
conversion.

            


    

    


    


    
      	
              DATED:
      ___________________________

            	
                  ___________________________________

            


    

                       Signature of
Loanholder